SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
        -----------------------------------------------------------------


                                    FORM 10Q

                    QUARTERLY REPORT UNDER SECTION 13 OF THE
                       SECURITIES AND EXCHANGE ACT OF 1934


     For Quarter Ended June 30, 1995         Commission File Number 1-9370


                              BIOPHARMACEUTICS, INC


              DELAWARE                                13-3186327
      (State of Incorporation)             (I.R.S. Employer Identification No.)

    990 Station Road, Bellport, New York                  11713
   (Address of Principal Executive Office)               (Zip Code)


        Registrant telephone number, including area code: (516) 286-5800


       Indicate the number of shares outstanding of each of the issuer's
                  classes of common stock as of June 30, 1995.


                  Class                              Outstanding
                  -----                              -----------
       Common Stock - $.00l Par Value                 26,006,722


Indicate by check whether the registrant  (1) has filed all reports  required to
be filed by Section 13 of the  Securities  and  Exchange  Act of 1934 during the
preceding  twelve  months (or for such shorter  period that the  registrant  was
required  to file  such  reports)  and  (2)  has  been  subject  to such  filing
requirements for the past ninety days. Yes __X__ No _____



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                             BIOPHARMACEUTICS, INC.

                                      INDEX


PART I    Financial Information

Item 1.   Financial Statements

          Consolidated Condensed Balance Sheet                  
          June 30, 1995 (Unaudited) and September 30, 1994 (Audited)

          Statements of Operations
          Three and Nine Months Ended June 30, 1995 and 1994(Unaudited)

          Consolidated Statement of Shareholders' Equity
          for the Nine Months Ended June 30, 1995

          Consolidated Condensed Statement of Cash Flows
          for the Nine  Months Ended June 30, 1995 and 1994

          Notes to Condensed Financial Statements (Unaudited)

Item 2.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations


PART II


Item 6.   Reports on Form 8-K:  Resignation of Director filed on June 15, 1995.






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ITEM 1.  FINANCIAL STATEMENTS

                             BIOPHARMACEUTICS, INC.
                      CONSOLIDATED CONDENSED BALANCE SHEET

                                               June 30,         September 30,
                                                 1995               1994
                                             (Unaudited)          (Audited)
                                             ----------          ----------

                                 ASSETS
Current assets:
   Cash                                       $  198,448         $  129,004
   Trade receivables, less allowance for
     doubtful accounts                         1,493,649            344,349
   Inventories                                   929,618          1,301,838
   Prepaid expenses and other assets             165,599             52,761
                                              ----------         ----------

          Total current assets                 2,787,314          1,827,952

Property, plant and equipment, at cost,
  net of accumulated depreciation                512,309            672,776
Licensing costs, net of accumulated 
  amortization                                   211,183            215,762
Intangible assets, Amswiss rights, net         7,071,722          7,703,610
Sundry                                            37,122             51,484
                                               ---------         ----------

                                             $10,619,650        $10,471,584
                                              ==========         ==========

                 LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Accounts payable                           $   967,335        $1,301,882
  Accrued expenses                               735,068           673,374
  Medicare judgment payable                      279,524           279,524
  Current maturities of long-term debt            75,000           125,000
                                             -----------         ---------

          Total current liabilities            2,056,927         2,379,780

Long-term debt                                   125,000           125,000
Note payable                                         ---           250,000
Convertible debentures payable                 1,000,000         1,150,000

Shareholders' equity:
  Warrants                                        13,062               ---
  Common Stock - par value $.00l per share
    Authorized - 50,000,000 shares
     Issued - 26,420,450 shares, 
       21,189,771, 1994                           26,420            21,189
  Additional paid-in capital                  28,271,980        26,331,310
  Deficit                                    (19,369,853)      (18,281,809)
                                              ----------        ----------
                                               8,941,609         8,070,690
Less Treasury Stock, at cost
  (413,728 shares)                              (944,612)         (944,612)
     Notes receivable from officers
          and employees                         (559,274)         (559,274)
                                              ----------        ----------
                                               7,437,723         6,566,804
                                              ----------        ----------
                                             $10,619,650       $10,471,584
                                              ===========       ==========

The accompanying notes are an integral part of these financial statements.




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                            BIOPHARMACEUTICS, INC.

                 CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS

                                   (Unaudited)

<TABLE>
<CAPTION>
                                           Three Months Ended    Nine Months Ended
                                                 June 30,             June 30,
                                           ------------------    -----------------
                                         1995         1994        1995        1994
                                      ----------  ----------   ----------  -----------
<S>                                   <C>          <C>          <C>         <C>
 Revenues:
   Net sales                          $  816,868  $   956,337  $2,730,041  $2,034,460
   Royalty income                        297,000          ---     607,000         ---
                                      ----------  -----------  ----------  ----------
                                       1,113,868      956,337   3,337,041   2,034,460

 Costs and expenses:
   Cost of sales                         669,623      791,808   2,236,418   2,106,575
   Selling, general and
     administrative                      787,974    1,222,164   1,826,324   2,160,173
   Amortization of licenses              116,046      143,037     402,138     360,964
   Research and development                  ---      567,000         ---     567,000
                                      ----------   ----------  ----------  ----------

                                       1,573,643    2,724,009   4,464,880   5,194,712
                                      ----------   ----------  ----------  ----------
                                        (459,775)  (1,767,672) (1,127,839) (3,160,252)
 Other income (deductions):
   Other Income                              ---          ---     152,000         ---
   Interest expense including
     interest to officer                 (40,205)     (43,891)   (112,205)   (140,423
                                      ----------   ----------  ----------  ----------
                                         (40,205)     (43,891)     39,795    (140,423)
                                      ----------   ----------  ----------  ----------
 
Net income (loss)                    $ (499,980) $(1,811,563 $(1,088,044) $(3,300,675)
                                     ==========  =========== ===========  ===========

Primary income (loss) per share          $(0.02)       $(.09)     $(0.05)      $(0.18)
                                           ====          ====       ====         ====

Average shares outstanding           24,431,056   19,560,806  23,133,984    18,025,036

<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>




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                             BIOPHARMACEUTICS, INC.

                 CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY

                                  (UNAUDITED)
                       
                         NINE MONTHS ENDED JUNE 30, 1995
<TABLE>
<CAPTION>

                                     Common  Stock                Additional                          Notes Receivable
                                 Number of       Par               Paid-In                   Treasury    Officers &
                                  Shares       Value   Warrants    Capital       Deficit     Stock       Employees         Total
                                ----------    -------  --------  -----------  ------------  ---------  ----------------  ---------- 

<S>                              <C>          <C>        <C>       <C>          <C>           <C>            <C>           <C>

Balance, September 30, 1994     21,189,771    $21,189       ---  $26,331,310  $(18,281,809) $(944,612)    $(559,274)     $6,566,804

Shares issued in connection
 with the Company's Regulation S 
 offering, net of related
 expenses                        4,630,679      4,631        ---   1,777,270           ---        ---           ---       1,777,901

Shares issued in connection
 with conversion of convertible
 debentures                        600,000        600        ---     149,400           ---        ---           ---         150,000

Warrants issued in connection
 with the Company's Regulation
 S offering                            ---        ---    $13,062      18,000           ---        ---           ---          31,062

Net loss for nine months
 ended June 30, 1995                   ---        ---        ---         ---    (1,088,044)       ---           ---      (1,088,044 
                                ----------   --------    -------  ----------  ------------   --------     ----------     ---------- 

Balance, June 30, 1995         26,420,450    $26,420    $13,062 $28,271,980  $(19,369,853) $(944,612)     $(559,274)    $7,437,723
                                ==========   ========    =======  =========== ============  ==========     =========     ========== 
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>


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                             BIOPHARMACEUTICS, INC.
                 CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
                   INCREASE (DECREASE) IN CASH AND EQUIVALENTS
                                   (UNAUDITED)
                          NINE MONTHS ENDED JUNE 30,

<TABLE>
<CAPTION>
                                                          
                                                                1995          1994
                                                             ----------    ----------                               
<S>                                                          <C>             <C>
Cash flows from operating activities:
Loss from continuing operations                             $(1,088,044)  $(3,300,675)
Adjustments to reconcile net loss to net
 cash provided by (used in) operating
 activities:
  Depreciation and amortization                                 585,378       544,206
Changes in certain assets and liabilities:
  Accounts receivable                                        (1,149,300)     (248,994)
  Inventories                                                   372,220      (678,615)
  Other current assets                                         (128,509)     (135,343)
  Accounts payable and accrued expenses                        (272,853)      341,052
  Sundry non current assets                                      14,362       (19,737)
  Payment against settlement of litigation                      (50,000)      (50,000)
                                                             ----------    ----------
Net cash provided by (used in) operating activities           1,716,746    (3,548,106)
                                                             ----------    -----------
Cash flows from investing activities:
Purchase of property plant and equipment                        (22,773)      (92,563)
Payments made for licensing agreements                              ---       (20,000)
Legal fees for Amswiss acquisition                                  ---       (51,889)
                                                             ----------    ----------
Net cash provided by (used in) investing activities             (22,773)     (164,452)
                                                             ----------    ----------

Cash flows from financing activities:
Revolving credit and term loan activity
  Borrowings                                                        ---      1,394,584
  Repayments                                                        ---     (1,594,629)
Proceed of Company's Regulation S
  offering, net of related expenses                           1,777,901      4,041,868
Proceeds from exercise of stock options                             ---            686
Proceeds from sale of warrants                                   31,062            ---
                                                             ----------     ---------- 
Net cash provided by (used in) financing activities            1,808,963      3,842,489
                                                             ----------     ----------
Net change in cash                                               69,444        129,931
Cash at beginning of period                                     129,004         30,166
                                                             ----------     ----------

Cash at end of period                                        $  198,448     $  160,097
                                                             ==========     ==========
Supplemental disclosure of cash flow information:
 Non cash financing activities:
  Issuance of 4,000,000 shares of common stock
    for Amswiss rights                                       $     ---      $7,750,000
  Contingent notes payable issued as part
    of Amswiss acquisition                                    (250,000)        250,000
  Notes receivable-officers and employees accepted
   on exercise of stock options                                   ---          559,274
  Portion of settlement of litigation reclassified
    to long-term debt                                             ---          250,000
  Conversion of convertible notes                              150,000             ---

<FN>                        
The  accompanying  notes are an  integral  part of these financial statements.
</FN>
</TABLE>

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                             BIOPHARMACEUTICS, INC.

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

                                   (UNAUDITED)

                                  JUNE 30, 1995



A.       Consolidated Condensed Financial Statements

         The  Consolidated  Condensed  Balance Sheet as of June 30, 1995 and the
Consolidated  Condensed  Statement of  Operations  for the period ended June 30,
1995 and 1994 and the Consolidated  Condensed Statement of Shareholders'  Equity
for the nine month period ended June 30, 1995, and the  Consolidated  Statements
of Cash Flows for the periods ended June 30, 1995 and 1994 have been prepared by
the Company without audit. In the opinion of Management,  all adjustments (which
include  only normal  recurring  adjustments)  necessary  to present  fairly the
financial  position,  results of operations  and cash flows at June 30, 1995 and
for all periods presented have been made.

         For  information   concerning  the  Company's  significant   accounting
policies and Basis of  Presentation,  reference is made to the Company's  Annual
Report on Form 10-K for the year ended September 30, 1994. Results of operations
for the  period  ended  June 30,  1995  are not  necessarily  indicative  of the
operating  results to be expected for the full year and such results are subject
to year-end adjustment and independent audit.

         The  Consolidated  Financial  Statements  include  the  accounts of the
Company  and  its  wholly-owned  subsidiaries.  All  significant   inter-company
accounts   and  transactions   have  been   eliminated  in  consolidation.   The
Consolidated   Statements of  Operations  for  all periods  reflect the ongoing
operations of the Company.


B.       Intangible Assets

         On  November  18,  1993,  the Company  and  Amswiss  Scientific,  Inc.,
("Amswiss"),  completed a transaction whereby the Company agreed to purchase all
of  Amswiss'  rights  to  certain  pharmaceuticals  in  the  development  stage,
including all agreements, licenses,  applications,  approvals, trademarks, trade
names,  and research  data, for which the Company issued to Amswiss four million
shares  of its commmon stock and warrants to purchase an additional two  million
shares at $2.00 per  share.  Amswiss  is a  Canadian  operation  which  had been
engaged in, among other things,  financing the development of anti-cancer  drugs
and biotechnology-based drug development programs.



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                             BIOPHARMACEUTICS, INC.
              
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                  
                                  (Continued)


         The agreement  further provides that all the shares and warrants issued
be held in a Voting  Trust,  with the  majority of the  trustees  consisting  of
directors  of the  Company.  The Voting  Trust will expire on the earlier of the
date the FDA gives final approval of certain new drug  applications  or December
31, 1995. Of the shares and warrants  issued to Amswiss,  800,000  common shares
and warrants to purchase 400,000 common shares will be subject to forfeiture and
cancellation  in the event the Company is unable to obtain final FDA approval of
the  aforementioned  drug  applications  on or before  December 31,  1995.  With
respect to the shares and  warrants  issued to Amswiss  that are not  subject to
forfeiture,  Amswiss was granted  registration rights for one half of the shares
and  warrants  six  months  after  closing  and the  balance  of the  shares and
warrants,  one year after the closing.  The Company has also issued to Amswiss a
contingent  non-negotiable,  non-interest  bearing  $250,00  note,  payable  one
hundred  twenty  (120)  days  after  final FDA  approval.  In the event such FDA
approval is not obtained by December 31, 1995, such note will be canceled.  Upon
issuance of the new drug  application,  the note may be  converted,  at Amswiss'
election,  into the Company's  common shares at $3.50 per share which shares may
become subject to a public offering.

         On March 31,  1995 the  Company  concluded  that it will not be able to
obtain FDA approval  for DBD by December  31, 1995 and has thereby  canceled the
contingent  $250,000 note payable and reduced the intangible  assets by an equal
amount and discontinued amortizing the forfeitable asset as of that date..

         In addition,  Amswiss  received a three  percent (3%) royalty on future
sales of a drug,  and if the  Company  offers  to sell its  common  shares in an
underwritten public offering,  Amswiss will receive as additional  compensation,
$125.000 from the net proceeds thereof.

         The value of the  intangible  asset  acquisition  on the March 31, 1995
Unaudited  balance  sheet is  comprised  of the assets  acquired  of  $7,750,000
(4,000,000  shares at 1-15/16 per share,  representing  the market  value of the
shares  issued  on the  date of  closing)  and  deferred  legal  costs  totaling
$180,646,  less  amortization.  Management has estimated that the aforementioned
assets will be amortized over periods ranging from ten to seventeen years.



                                      

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                             BIOPHARMACEUTICS, INC.

ITEM 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

                  LIQUIDITY AND CAPITAL RESOURCES

                  The Company has financed its  operating  requirements  for the
last four years  primarily by the issuance of common  shares;  $424,500 in 1992,
$2,384,806  in  fiscal  year  1993  and  $4,433,790  in  fiscal  year  1994  and
$1,778,000 in the first half of  fiscal  year  1995 and convertible  debentures;
$1,150,000 in 1991 and in 1992 the settlement of claims against past  management
$924,076. As of June 30, 1995, the Company has cash of approximately $198,000.

                  The Company  anticipates  that the resumption of manufacturing
operations and the sales of its personal care product Treo,  will  contribute to
increasing sales and gross profits.  The Board of Directors is currently seeking
to  consummate  a  private  offering  of up to  4.5  million  shares  through  a
Regulation S offering.  The Company  believes that the foregoing  along with the
additional  capital to be raised  through the  Regulation  S  offering,  will be
adequate to meet its current objectives.

                  RESULTS OF OPERATIONS

                  Revenues for the third quarter  ended June 30, 1995  increased
16% to $1,113,868 compared to $956,337 for the third quarter of fiscal 1994. The
revenue  increase  included  royalty income in the quarter of $297,000  from the
Treo License Agreement and sales of $816,868 which decreased $139,469 from third
quarter  1994 sales.  Treo sales in the quarter  increased  $188,631 to $625,940
compared to the $437,309  shipped in the quarter  ended June 30, 1994.  Sales of
generic  products dropped $328,100 to $190,928 due to a mild winter and the lack
of stock replenishment.

                  Gross  margin for the quarter  improved to 18% compared to 17%
for the comparable  quarter due to the favorable mix of personal care to generic
products. Gross profit for the prior quarter totaled 31%.

                  Selling,  general and  administrative  expenses  decreased  to
$787,974 from  $1,222,164 in the  comparable  1994 quarter due to an increase in
royalty  expense of $50,000 and decreases in advertising of $220,000,  promotion
expenses of $79,000,  stockholder expenses of $49,000 commissions of $24,000 and
public relations expenses of $30,000.

         Interest expense of $40,205 for the quarter compares to $43,891 for the
comparable quarter in 1994 which included financing of accounts  receivable with
CIT. The agreement with CIT expired in September 1994.



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                                   SIGNATURES



         Pursuant  to the  requirements  of  Section  13 of the  Securities  and
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereto duly authorized.





                                 /s/ Edward Fine
                              --------------------
                             BIOPHARMACEUTICS, INC.
                                   REGISTRANT

             By: EDWARD FINE, President and Chief Executive Officer







                              /s/ William C. Kugler
                              --------------------
                                WILLIAM C. KUGLER
                   Vice President and Chief Financial Officer







Dated: August 21,1995


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